NOVANTA INC

a)

Disclosure in lieu of reporting on a Current Report on Form 8-K

On October 31, 2025, the Board elected Matthew Farrell to the Board to fill the vacancy created by Barbara Hulit’s resignation. Mr. Farrell will serve on the Board and as a member of the Audit Committee of the Board, effective November 2, 2025.

Mr. Farrell will be entitled to the standard compensation paid to non-employee directors as stipulated in the Company’s Non-Employee Director Compensation Policy, including an annual cash retainer for Board service of $67,500, an annual cash retainer for Audit Committee service of $10,000 and an annual equity award with a fair value on the date of grant of $200,000, which will be granted in the form of restricted stock units. Such compensation will be prorated for 2025 to reflect Mr. Farrell’s actual period of service during the year.

In connection with his appointment, Mr. Farrell will enter into the Company’s standard indemnification agreement for directors and officers. Mr. Farrell has no direct or indirect material interest in any related person transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.

b)

Material changes to the procedures by which security holders may recommend nominees to the board of directors.

None.

c)

Rule 10b5-1 Trading Plans

The adoption or termination of contracts, instructions or written plans for the purchase or sale of our securities by our Section 16 officers and directors during the three months ended September 26, 2025, each of which is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c) under the Exchange Act (“Rule 10b5-1 Plan”), are summarized below.

(1)This written plan was adopted through a trust for which Mr. Glastra’s spouse is a trustee.

None of our officers or directors adoptedor terminateda “non-Rule 10b5-1 trading arrangement” as defined in Item 408 of Regulation S-K, during the three months ended September 26, 2025.